[8-K] Centessa Pharmaceuticals plc Reports Material Event

Rhea-AI Filing Summary

Centessa Pharmaceuticals plc entered into an amended and restated sales agreement with Leerink Partners that allows it to issue and sell, from time to time, up to $250 million of American Depositary Shares in at-the-market offerings under an existing shelf registration statement. Leerink will act as sales agent and receive a commission of up to 3.0% of the gross proceeds from each sale, and the company will reimburse up to $150,000 of Leerink’s legal fees.

The company is not required to sell any shares and there is no minimum offering amount. The program will end when all placement shares are sold or the agreement is terminated. Centessa expects to use any net proceeds for working capital, capital expenditures and general corporate purposes.

NASDAQ NASDAQ false 0001847903 0001847903 2025-11-24 2025-11-24 0001847903 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember 2025-11-24 2025-11-24 0001847903 dei:AdrMember 2025-11-24 2025-11-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 24, 2025

CENTESSA PHARMACEUTICALS PLC

(Exact name of Registrant, as specified in its charter)

England and Wales		001-40445		98-1612294
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

Mailing address:

3rd Floor

1 Ashley Road

Altrincham

Cheshire WA14 2DT

United Kingdom

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: +1 (617) 468-5770

Former name or address, if changed since last report:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, nominal value £0.002 per share		CNTA		Nasdaq Stock Market, LLC *
American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share		CNTA		Nasdaq Stock Market, LLC

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market, LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On November 24, 2025, Centessa Pharmaceuticals plc (the “Company”) entered into an Amended and Restated Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink”), which amended and restated that certain Sales Agreement, dated as of January 27, 2023, by and between the Company and Leerink (the “Original Sales Agreement”). Pursuant to the Sales Agreement, the Company may, from time to time in its sole discretion, issue and sell through Leerink, acting as the Company’s sales agent, in one or more “at the market offerings”, up to $250 million of the Company’s American Depositary Shares (the “Placement Shares”), each representing one ordinary share of the Company, nominal value £0.002 per share. The issuance and sale, if any, of the Placement Shares by the Company under the Sales Agreement will be made pursuant to a prospectus supplement to the Company’s registration statement on Form S-3ASR, including the prospectus contained therein, originally filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2024 (Registration No. 333-282032), which automatically became effective upon filing.

Pursuant to the Sales Agreement, Leerink may sell the Placement Shares by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”). Leerink will use commercially reasonable efforts consistent with normal trading and sales practices to sell the Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose).

The Company will pay Leerink a commission of up to 3.0% of the gross proceeds from each sale of the Placement Shares sold under the Sales Agreement. In addition, the Company has agreed to reimburse Leerink for the reasonable fees and expenses of their legal counsel incurred in connection with entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $150,000.

The Company is not obligated to make any sales of Placement Shares under the Sales Agreement. No assurance can be given that the Company will sell any Placement Shares under the Sales Agreement, or, if it does, as to the price or amount of Placement Shares that it sells or the dates when such sales will take place. The offering of Placement Shares pursuant to the Sales Agreement will terminate upon the earlier to occur of (i) the issuance and sale of all Placement Shares subject to the Sales Agreement and (ii) termination of the Sales Agreement in accordance with its terms.

Because there is no minimum offering amount required pursuant to the Sales Agreement, the total number of shares to be sold under the Sales Agreement, if any, and proceeds to the Company, if any, are not determinable at this time. The Company expects to use any net proceeds for working capital, capital expenditures and for general corporate purposes.

The Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify Leerink against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The legal opinion of Goodwin Procter (UK) LLP as to the validity of the issuance of the Placement Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
1.1		Amended and Restated Sales Agreement, dated November 24, 2025, by and between the Company and Leerink Partners LLC
5.1		Opinion of Goodwin Procter (UK) LLP
23.1		Consent of Goodwin Procter (UK) LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 24, 2025

CENTESSA PHARMACEUTICALS PLC
By:		/s/ Saurabh Saha
Name:		Saurabh Saha, M.D., Ph.D.
Title:		Chief Executive Officer

FAQ

What did Centessa Pharmaceuticals (CNTA) announce in this Form 8-K?

Centessa Pharmaceuticals plc entered into an Amended and Restated Sales Agreement with Leerink Partners LLC that permits at-the-market offerings of its American Depositary Shares under an existing shelf registration.

How much can Centessa Pharmaceuticals (CNTA) raise under the new ATM program?

The company may issue and sell, in its sole discretion, up to $250 million of American Depositary Shares, each representing one ordinary share with a nominal value of £0.002.

What fees will Centessa pay to Leerink under the sales agreement?

Centessa will pay Leerink a commission of up to 3.0% of the gross proceeds from each sale of placement shares and will reimburse up to $150,000 of Leerink’s legal counsel fees related to the transaction.

Is Centessa obligated to sell shares under this at-the-market agreement?

No. The company is not obligated to make any sales of placement shares, and there is no minimum offering amount required under the agreement.

How does Centessa plan to use any net proceeds from ATM sales?

Centessa expects to use any net proceeds from the sale of placement shares for working capital, capital expenditures and general corporate purposes.

When does the Centessa ATM offering terminate?

The offering of placement shares will terminate upon the earlier of the issuance and sale of all placement shares under the agreement or termination of the sales agreement in accordance with its terms.

What legal opinions support the validity of the Centessa ATM issuance?

A legal opinion from Goodwin Procter (UK) LLP regarding the validity of the issuance of the placement shares is filed as Exhibit 5.1, with a related consent included in Exhibit 23.1.